Eurazeo / 2019 Universal Registration Document

Shareholders’ Meeting Draft resolutions proposed to the Shareholders' Meeting

Compensation Special payments

Amount Comment

N/A Virginie Morgon does not receive any special payments.

Stock options, performance shares and allother long-term compensation components

Options:N/A 161,864 options were grantedto Virginie Morgon in respect of fiscal year 2019.As authorized by the plan rules, Virginie Morgon converted 100% of this initial grant into performance shares and was therefore ultimately awarded53,955 performance shares, valued at €1,553,570. Shares: €1,553,570 53,955 performance shares weretherefore granted for nil consideration to Virginie Morgon in

respect of 2019. These performance shares,granted in two successive plans, are subject to a three-yearvesting period ending February 5, 2022 or June 6, 2022 and to the same performance conditionsas the sharepurchaseoptions. The attainment of the performance conditionswill be assessed at the end of the vesting period, i.e. on February 5, 2022 or June6, 2022. Performanceconditions: These performance conditions which concern (i) thecomparativestock market performance of the Company's share, after the add-back of dividends, againsthe CAC 40indexand(ii) Eurazeo's NAV performance,willdeterminethepercentage ofsharesthatmayvest as set out below:

80%< x < 100% (NAV/share)of the referenceamount

≤ 80%(NAV/share)of thereferenceamount

≥ 100%(NAV/share)of thereferenceamount

Changein theEurazeo shareprice (base 100)/Change in the CAC 40 index (base 100)≤ 80% 80%< Changein the Eurazeoshareprice (base100)/Change in theCAC 40index (base100)≤ 100% Changein theEurazeo shareprice (base 100)/Change in theCAC 40index (base100)> 100%

0%

50%

75%

50%

75%

100%

75% 100% The free performance share plans were approved bythe Executive Board meeting of February5, 2019 in accordance with the authorization granted bythe 23 rd  resolutionof the Extraordinary Shareholders' Meeting of May 12, 2016 andby the Executive Board meeting of June6, 2019 in accordance with the authorization granted bythe 18 th  resolution ofthe ExtraordinaryShareholders' Meeting ofApril 25, 2019.The plan conditions are detailedin Chapter 8,Section 8.4of the Universal Registration Document. 100%

Compensation for duties as director

N/A No compensationwas receivedduring the fiscal year in respect of Directorships in investments. €996,446 Benefits in kind in the amountof US$1,103,598(€985,707) in 2019 solelyconsistof the partial coverage ofcostsassociatedwith her relocation to the United States. This allowance includes, in particular, compensation for the difference in the cost of living,costsassociatedwith the secondment (accommodation, schooling, etc.) anda portion oftheadditionaltax cost, taking account of the difference betweenthe amountof mandatory deductions (social security contributions and income tax) thatwill be payable byVirginie Morgon in the United States compared with that which would have been payable in Franceandthe additional taxpayable on secondmentcostsreimbursed byEurazeo North America. Virginie Morgon has third-party liability insurancecoveringher civil liability as Chairwoman of the ExecutiveBoard as well asan executiveunemployment insurance policy valued at €10,739. Virginie Morgon also has the use of a chauffeur-driven car in Paris, the use of which isshared by othersenior managerswhenVirginie Morgon is in NewYork.

Benefits in kind

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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